AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (the "Agreement") is dated as of the 4th day of
November, 1999, by and between Independence Community Bank ("ICB"), a New
York-chartered stock savings bank, and Statewide Savings Bank, S.L.A., a New
Jersey-chartered savings and loan association (the "Bank") with its executive
offices located in Jersey City, New Jersey.
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement and Plan of Merger ("Merger
Agreement") dated as of April 12, 1999, Statewide Financial Corp. (the
"Company"), a New Jersey corporation, will be merged with and into ICB's
parent holding company, Independence Community Bank Corp. ("ICBC"), with the
result that the Bank will become a wholly owned subsidiary of ICBC;
WHEREAS, the Merger Agreement provides that, simultaneously with or as
soon as practicable after the merger of the Company into the ICBC, the Bank
shall be merged with and into ICB; and
WHEREAS, the Bank will convert immediately prior to merger of the
Company with and into ICBC to a state-chartered savings bank pursuant to the
provisions of NJSA 17:16M-1 et.seq.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Merger Agreement and for
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Bank and ICB hereby agree that, subject to the terms
and conditions hereinafter set forth, and in accordance with all applicable
laws and regulations, Bank shall be merged with and into ICB (the "Merger").
The parties hereto do hereby agree and covenant as follows:
ARTICLE I
DEFINITIONS
Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:
1.1 "Commissioner" means the Commissioner of the New Jersey Department
of Banking and Insurance.
1.2 "Effective Time" shall mean the date and time at which the merger
contemplated by this Agreement of Merger becomes effective as provided in
Section 2.2 of this Agreement of Merger.
1.3 "Merger" shall refer to the merger of the Bank with and into ICB
as provided in Section 2.1 of this Agreement of Merger.
1.4 "Merging Corporations" shall collectively refer to the Bank and
ICB.
1.5 "NJSA" shall mean the New Jersey Statutes Annotated.
1.6 "NYBL" shall mean the New York Banking Law.
1.7 "Superintendent" shall mean the Superintendent of Banks of the
State of New York.
1.8 "Surviving Corporation" shall refer to ICB as the surviving
corporation of the Merger.
ARTICLE II
TERMS OF THE MERGER
2.1 The Merger.
(a) Subject to the terms and conditions set forth in the Merger
Agreement, at the Effective Time, the Bank shall be merged with and into ICB
pursuant to Section 601 of the NYBL and Section 9A-133.1 of the NJSA and ICB
shall be the Surviving Corporation of the Merger and shall continue to be
governed by the NYBL.
(b) As a result of the Merger, (i) each share of common stock, par
value $1.00 per share, of the Bank issued and outstanding immediately prior
to the Effective Time shall be cancelled and (ii) each share of common stock,
par value $1.00 per share, of ICB issued and outstanding immediately prior
to the Effective Time shall remain issued and outstanding and shall
constitute the only shares of capital stock of the Surviving Corporation
issued and outstanding immediately after the Effective Time.
(c) At the Effective Time, the Surviving Corporation shall be
considered the same business and corporate entity as each of the Merging
Corporations and thereupon and thereafter all the property, rights, powers
and franchises of each of the Merging Corporations shall vest in the
Surviving Corporation and the Surviving Corporation shall be subject to and
be deemed to have assumed all of the debts, liabilities, obligations and
duties of each of the Merging Corporations and shall have succeeded to all
of each of their relationships, fiduciary or otherwise, as fully and to the
same extent as if such property, rights, privileges, powers,franchises, debts,
obligations, duties and relationship had been originally acquired, incurred
or entered into by the Surviving Corporation. Schedule 2.1 contains a list
of each of the deposit taking offices of the Bank which shall be operated by
the Surviving Corporation as well as the home office thereof. In addition,
any reference to either of the Merging Corporations in any contract, will or
document, whether executed or taking effect before or after the Effective
Time, shall be considered a reference to the Surviving Corporation if not
inconsistent with the other provisions of the contract, will or document; and
any pending action or other judicial proceeding to which either of the Merger
Corporations is a party shall not be deemed to have abated or to have been
discontinued by reason of the Merger, but may be prosecuted to final
judgment, order or decree in the same manner as if the Merger had not been
made or the Surviving Corporation may be substituted as a party to such
action or proceeding, and any judgment, order or decree may be rendered for
or against it that might have been rendered for or against either of the
Merger Corporations if the Merger had not occurred. After the Effective
Time, the Surviving Corporation will continue to issue savings and other
accounts on the same basis as immediately prior to the Effective Time.
2.2 Effective Time. The Merger shall become effective (a) on the date
and at the time immediately after which the Superintendent and, to the extent
required, the Commissioner has (i) endorsed his or her approval on this
Agreement of Merger and caused said Agreement to be filed with the Office of
Superintendent pursuant to the provisions of Section 601-b of the NYBL,
together with such certificates and other documents required by said Section
601-b, and (ii) filed this Agreement of Merger, together with the officers'
certificates, in the office of the clerk of the county in which the
principal office of the Surviving Corporation is located and (iii) if
required, the Commissioner has endorsed his or her approval on this
Agreement of Merger and such Agreement of Merger, as may be endorsed,
together with the officer's certificate specified by XXXX 0X-000 are filed
with the Commissioner, or (b) at such later time as may have been previously
specified by both of the parties hereto in a joint notice to the
Superintendent and the Commissioner.
2.3 Name of Surviving Corporation. The name of the Surviving
Corporation shall be "Independence Community Bank."
2.4 Organization Certificate. On and after the Effective Time, the
Restated Organization Certificate of ICB shall be the Restated Organization
Certificate of the Surviving Corporation until amended in accordance with
applicable law.
2.5 Bylaws. On and after the Effective Time, the Bylaws of ICB shall
be the Bylaws of the Surviving Corporation until amended in accordance with
applicable law.
2.6 Directors and Officers. On and after the Effective Time, until
changed in accordance with the Restated Organization Certificate and Bylaws
of the Surviving Corporation, (i) the directors of the Surviving Corporation
shall be the directors of ICB immediately prior to the Effective Time
together with the director appointed pursuant to 7.13 of the Merger
Agreement and (ii) the officers of the Surviving Corporation shall be the
officers of ICB immediately prior to the
Effective Time. The directors and officers of the Surviving Corporation
shall hold office in accordance with the Restated Organization Certificate
and Bylaws of the Surviving Corporation.
ARTICLE III
MISCELLANEOUS
3.1 Conditions Precedent. The respective obligations of each party
under this Agreement of Merger shall be subject to (i) the satisfaction, or
waiver by the party permitted to do so, of the conditions set forth in
Article VIII of the Merger Agreement and (ii) the approval of this Agreement
of Merger by ICBC, in its capacity as sole stockholder of ICB and the Bank.
3.2 Termination. This Agreement of Merger shall be terminated
automatically without further act or deed of either of the parties hereto in
the event of the termination of the Merger Agreement in accordance with
Section 9.1 thereof.
3.3 Amendments. To the extent permitted by the NYBL, this Agreement
of Merger may be amended by a subsequent writing signed by the parties
hereto upon the approval of the board of directors of each of the parties
hereto.
3.4 Successors. This Agreement of Merger shall be binding on the
successors of the Bank and ICB.
IN WITNESS WHEREOF, the Bank and ICB have cause this Agreement of
Merger to be executed by their duly authorized officers as of the day and
year first above written.
INDEPENDENCE COMMUNITY BANK
ATTEST:
/s/ Xxxx X. Xxxxxxx By: /s/Xxxxxxx X. Xxxx
______________________ _______________________
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxx, President and
Senior Vice President, Chief Executive Chairman Officer
Secretary and Counsel
STATEWIDE SAVINGS BANK, S.L.A.
ATTEST:
/s/Xxxxxx Xxxxxxx By: /s/Xxxxxx X. Xxxxxx
______________________ _______________________
Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxx
Secretary Chairman, President and Chief
Executive Officer
Schedule 2.1
INDEPENDENCE COMMUNITY BANK
BANKING OFFICES:
000 Xxxxxxxx Xxxxxx 00-00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000* Xxxxxxx Xxxxxxx, Xxx Xxxx 00000
000 Xxxxx Xxxxxx 00-00 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxx, Xxx Xxxx 00000
6424-18th Avenue 00-00 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxx, Xxx Xxxx 00000
00 Xxxxxxx Xxxxx 000-00 Xxxxx Xxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
000 Xxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
00-00 Xxxx Xxxxxxxxx 0000 Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx 000 Xxxxxx X
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
0000 Xxxx Xxxxxx 000 Xxxxxx X
Xxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
0000 Xxxxxxxx Xxxxxxxxx 0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
1769-86th Street 0000 Xxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
Xxxxx Institute Campus 0000 00xx Xxxxxx
000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000
Xxxxxxxx, Xxx Xxxx 00000
0000-00 00xx Xxxxxx 0000 Xxxxxx X
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
0000 00xx Xxxxxx 0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx, Xxx Xxxx 00000
00-00 Xxxxxxxx 0000 Xxxxxx Xxxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx, Xxx Xxxx 00000
00-00 00xx Xxxxxx 000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxx Xxxx 00000
00-00 00xx Xxxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000
* Executive offices located at
00-00 00xx Xxxxxx same address.
Xxxxxxxx, Xxx Xxxx 00000
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
00 Xxxxx Xxxx
Xxxxx Xxxxxxxxx, XX 00000
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
00 X. Xx. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxx, Xxxxx 00
Xxxxx Xxxxx, XX 00000
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 X. Xx. Xxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
STATEWIDE SAVINGS BANK, S.L.A.
0 Xxxx Xxxxx
Xxxxxx Xxxx, XX 00000
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx Xxxx, XX 00000
00 Xxxxx Xxxx Xxxxxx,
Xxxx, XX 00000
00 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Administrative Office:
00 Xxx Xxxxxx
Xxxxxx Xxxx, XX 00000
